All Hail Megatron! Ruler of the Crystal Empire!

by General Grievous Hero

Rating: everyone
Tags: Rainbow Dash, Science Fiction, Comedy, Cutie Mark Crusaders, Rarity, Other, Adventure, Crossover, Random, My Little Pony: Friendship is Magic, Main 6, Romance
Length: 6537

Megatron and Starscream arrive in Equestria and plan to take it over. Now, if only they could get the locals off their backs while Sweetie Belle adpots someone as her brother...

When Megatron, Emperor of Destruction, heads to Equestria to find Mini-Cons, he discovers that the Crystal Empire is more peaceful than a regular empire. He plans to rebuild the Crystal Empire into a faction of evil and wants everyone to serve under him. The Mane 6 must stop Megatron and his subordinate, Starscream before Megatron can launch an attack on Canterlot and take over Equestria, forever while Rarity must stop Sweetie Belle from adopting her new brother...

Timelines:
Transformers: Set in the TF Armada universe.
MLP: Set after Starlight Glimmer joins the Mane 6.

Published 2015-12-22 05:10:03 UTC
Last updated 2015-12-25 00:27:31 UTC

3-All Hail Megatron!

Starscream walked outside. He looked at the Crystal Ponies. Hmm. I shouldn't have cheated. Megatron didn't want Rainbow Dash to be hurt. He wanted her to be fine. What have I done? Starscrean thought inside his head. Anyway, I'd best be heading back to my Master. It's almost time.

Starscream walked back to the Crystal Castle. Inside "Megatron's" throne room, the Crystal Castle Guards and the Crystal Castle Guard Captain looked at Megatron.

"Round up the citizens and enslave them!" Megatron commanded.

The Crystal Castle Guard Captain walked up to Megatron. "With all due respect, King Megatron, why are we enslaving the citizens?" he asked.

"Because that's what empires do, right? Now follow my orders or you will pay the consequences, Captain!" Megatron ordered.

"Right away, King Megatron," the Captain said.

Then the Crystal Castle Guards left the throne room and headed to gather Megatron's Crystal Castle Army. Starscream walked in and faced Megatron.

"Yes, soldier?" Megatron asked Starscream.

"What are you doing, Megatron?" Starscream asked.

"Starscream, I'm beginning Phase 1 of my plan. We're enslaving the public and they're going to build statues of me!"

"Statues of you, sir?"

"Yes, Starscream."

"But how will the ponies take it?"

"The ponies will be enslaved. The public can't fight back against the Crystal Castle Army."

"Not those ponies, Megatron," Starscream told Megatron. "I meant normal ponies, such as Princess Twilight Sparkle and Sweetie Belle!"

"Oh, them. They'll have a choice: either help me enslave the Crystal Empire, or be enslaved themselves," Megatron told Starscream.

"Shall I send in Demolishor and Cyclonus?" Starscream asked.

"No. Send in Thrust. I need a tactician for the battle."

"Yes, Megatron," Starscream responded.

Starscream left and headed to find the Mane 6.

Back at the Castle of Friendship, the Mane 6 were worried.

"I hope Starscream's okay," Sweetie Belle said.

"Personally, I think Megatron needed to teach his subordinate his lesson," Rarity stated.

"You like Megatron?" Rarity's sister asked.

Rarity blushed. She knew she liked Megatron's design. But she didn't like Megatron like that.

"Um, Sweetie Belle, that's a very interesting statement," Rarity said, blushing again.

"Uh, Rarity, why are you blushing?" Fluttershy asked.

"Because she has a HUGE CRUSH on Megatron!" Sweetie Belle explained.

Rarity's entire face went red. She took off running with Sweetie Belle. "Back to Carousel Boutique!"

"BUT RARITY!" Sweetie Belle yelled.

"No buts. We're going back to the boutique!" Rarity commanded.

Then Rarity and Sweetie Belle walked out of the throne room of the Castle of Friendship. Everypony looked confused.

"Hmm. I think Rarity does have a crush on Megatron," Apple Bloom told the Mane 6 and CMC.

"You really do? Megatron's nuts!" Scootaloo said. "I mean, not the part where he tried to kill Starscream, but when told us he was taking over the Crystal Empire...he's going a little too far..."

"Yeah. I don't trust Megatron fully. He's kinda creepy..." Rainbow Dash stated.

"Creepy? OOOOOH! Looks like Rainbow's scared of Megatron!" Scootaloo explained.

"WHAT?! I'm not scared of Megatron!"

"Prove it."

"Alright, girls. Settle down," Applejack told them. "We don't need to worry about who's scared of what."

Starscream was headed towards the Castle. Twilight heard jet engines. "Is that...who I think it is?!" she yelled.

Everyone faced the window of the Castle. Starscream burst through the window and broke the glass.

"TRANSFORM!" the Seeker yelled.

Starscream transformed into robot mode. He looked at the Mane 6, the Cutie Mark Crusaders, and Starlight Glimmer.

"Hello," Starscream said.

"HEY! You can't just bust in HERE!" Rainbow yelled.

"YEAH!" Scootaloo joined in.

"Silence! Princess Twilight, Megatron needs me to go through the portal to gain another one of our allies," Starscream explained.

"The Crystal Mirror?" Twilight asked.

Starscream nodded.

"Very well. Come with me," the Princess of Friendship commanded.

Starscream and Princess Twilight walked down to the library. The rest of the Mane 6 and CMC looked worried.

"I don't trust Starscream!" Applejack told her thoughts on Starscream.

"I mean, he did cheat in the race I set up," Rainbow Dash said.

"I don't want another Decepticon here," Fluttershy said lowly.

"I just hope he doesn't cause any trouble," Apple Bloom stated.

On Earth, Thrust was inside the Exodus' throne room with Demolishor, Tidal Wave, and Cyclonus.

"I wonder where Megatron and Stasrcream could've gone?" Demolishor asked Thrust and Cyclonus.

"I dunno! Ask the big guy!" Cyclonus said.

"Who knows?" Tidal Wave told his fellow Decepticons

"Maybe he's probably off playing around with little creatures!" Thrust explained.

Everyone looked at Thrust. "Uh yeah. I don't think he's doing that Thrust," Demolishor told the Decepticon Tactician.

"I said maybe, okay?!" Thrust yelled.

Then Starscream arrived from the warp drive. He walked to the throne room of the Exodus and saw the Decepticons arguing.

"Huh? STARSCREAM!" Cyclonus yelled.

Everyone looked at Starscream.

"Starscream, where've ya been?" Demolishor asked.

"I'm at this new planet called Equestria. Megatron needs you, Thrust," Starscream reported.

"Equestria? Why is Megatron there?" Thrust asked.

"Because it is a land full of ponies and-"

He was quickly cut off by Tidal Wave, who was trying hard to not burst into laughter. "Ponies? HAAHAHAHAHAHAHAH!" Tidal Wave laughed. "Megatron's hanging out with PONIES?! HAHAHAAHA!"

Then everyone laughed except Starscream.

"HAHAHAH! That's the funniest thing I've ever heard!" Cyclonus laughed. "HAHAHAAHH!"

"And he calls himself the Leader of the Decepticons? HAHAHAHAHH!" Demolishor laughed.

"Starscream, are you sure this planet is called...Equestria?" Thrust asked again, before laughing.

Starscream nodded. He looked calm, but really, he was furious. He didn't like what the other Decepticons thought on the ponies and their Emperor.

"Okay, that's enough!" Starscream yelled.

All of the Decepticons stopped laughing and faced their 2nd-In-Command.

"Thrust, Megatron needs you," the red and white Seeker explained.

"Fine. I'll help our leader. Then I shall return," Thrust told the Decepticons.

"Hey! Did Megatron need us?" Demolishor asked.

"No. He didn't send for you. All I say is, Tidal Wave, be prepared for departure. If the battle calls for Burning Megatron, we may need you," Starscream explained.

"Ready, Starscream. Departing to...Equestria. HAAHAHAHAHAH!" Thrust laughed. "The name is SOOO funny."

"Anyway, goodbye my fellow Decepticons. I'll return from Equestria, one day," Starscream told his Decepticons.

"Goodbye!" Cyclonus told Starscream. "Bring me back a dead pony!"

Starscream froze at this, then groaned. He and Thrust then continued walking to the warp drive. Once inside the drive, they warped from the Exodus and went to the Crystal Mirror outside of Canterlot High.

"This is Equestira?" Thrust asked.

"No. Through the stone," Starscream commanded.

"Whatever you say, Starscream."

The two Decepticon Seekers went into Crystal Mirror. Once they arrived in the Castle of Friendship, Thrust saw how beautiful the Castle looked.

"WHOA! BEAUTIFUL!" Thrust stated.

"Come on. Follow me to the Crystal Castle," Starscream commanded Thrust.

Then Starscream and Thrust transformed into their jet modes and headed out the hole that Megatron and Starscream made the first time in the library.

At Carousel Boutique, Rarity was yelling at Sweetie Belle.

"Sweetie Belle! I'm very disappointed in your actions!" Rarity yelled.

"I just thought of it," Sweetie Belle told Rarity.

"Ugh. Now I'm going to have to punish you for ruining my reputation. If Megatron were there..." Rarity started.

"But Megatron wasn't there! Rarity, please don't punish me!" Sweetie Belle yelled, worried.

"I'm going to think on your punishment," Rarity told her sister as she walked away.

Sweetie Belle looked at the ground, saddened. What have I done? She thought in her mind. I was only stating was was in front of me.

At the Crystal Empire, the Crystal Ponies were building large Megatron statues. The Castle Guards watched as the entire Slave Empire worked. Inside Megatron's throne room. Megatron was speaking to Thrust as Starscream was at his side.

"Megatron, what do you want me to do?" Thrust asked his Leader.

"I want you to map out the route to invade Canterlot," Megatron commanded his tactician.

"Route? We're attacking Canterlot? How far is that?"

"Go and figure it out, Thrust!" Megatron yelled.

"But I need your friends to help me route everything out," Thrust told the Emperor.

"My friends-" Megatron started and then stopped. He thought about what had happened over the last two days.

My friends? He thought in his head. Those 7 ponies are my friends? I have been nice to them. Even to little ponies like the Cutie Mark Crusaders. Am I still myself?

"MEGATRON?!" Thrust yelled.

Megatron snapped out of his flashback and turned to Thrust.

"Yes, Thrust," Megatron commanded. "Gather my friends and bring them back to the Crystal Empire,"

"As you wish, Megatron," Thrust responded before leaving.

Thrust transformed into jet mode and headed back to Castle of Friendship.

Back at Carousel Boutique, Rarity walked out of the kitchen. Sweetie Belle was in her room, still upset. Rarity looked at the living room.

"OOH! SWEETIE BELLE!" Rarity yelled. "She could've ruined my little crush on Megatron,"

Rarity used her magic to grab a paddle and walked upstairs to Sweetie Belle's room. Rarity knocked on the door.

"Sweetie Belle, open up!" Rarity yelled.

Sweetie Belle walked up to door and opened it. "Yes?"

"Sweetie Belle, we need to talk," Rarity explained to her sister.

"Um...yeah?" Sweetie Belle said, shivering.

Rarity walked into Sweetie Belle's room and closed the door. She then faced her sister.

"Sweetie Belle, what you did back there was unacceptable! You could've ruined everything!" her big sister shouted.

"I'm sorry, Rarity! Honest!" Sweetie Belle told Rarity.

"I don't care about what you say, Sweetie Belle! I've had it up to here! Get over here!" Rarity commanded.

"But I didn't do anything!"

"NOW!"

Sweetie Belle slowly walked over to Rarity. Rarity sat on Sweetie Belle's bed. "On my lap!"

"But Rarity!" Sweetie Belle whined.

"NOW!" Rarity yelled again.

Sweetie Belle bent over on Rarity's lap. "Rarity, why am I getting spanked?"

"Because you could've ruined my relationship with Megatron!" Rarity yelled.

Rarity used her magic and brought the paddle over to Sweetie Belle's rump. Sweetie Belle was worried.

"I'm sorry!" she pleaded.

"I don't care!" Rarity smacked Sweetie Belle's rump twice.

After a while, Sweetie Belle began to cry as Rarity starting hitting her rump harder.

Thrust was on his way to the Castle of Friendship when he heard Sweetie Belle crying for mercy from her older sister.

"WHAT?! Sounds like a pony's in trouble!" Thrust said as he was flying. "But wait...I don't care!"

Then Thrust passed Carousel Boutique. He heard Rarity spanking Sweetie Belle's rump more. Thrust then felt a little bad.

"Oh...fine, okay! I'll help those ponies!" Thrust yelled. "I just can't stand the sound of ponies getting slapped various times!"

Thrust rammed into Sweetie Belle's room window. At this, Rarity stopped spanking her little sister.

"TRANSFORM!" Thrust yelled.

Thrust transformed out of his robot mode and looked at Rarity and Sweetie Belle.

"What are you doing?!" Thrust asked Rarity.

Rarity looked at Thrust, shocked. "Who...are...you?"

"Yeah!" Sweetie Belle asked as her rump was red. "I never seen you before."

"I'm Thrust, the Decepticon Tactician Officer. And you are?" Thrust introduced.

"I'm Rarity. This is my little sister, Sweetie Belle," Rarity introduced to the Decepticon Tactician Officer. "What do you want, Thrust?"

"I'm trying to figure what you are doing with your sister!" Thrust told Rarity.

"Well, she's getting an old fashioned spanking for almost spilling a secret!" Rarity explained to Thrust.

"What secret?" Thrust asked.

"Why? I don't need to tell you that!"

"Very well, Rarity. But why is she getting spanked so...hard?" the tactician asked again.

Right before Rarity could say anything, Sweetie Belle barged in. "Well, you see, Mr. Thrust, Rarity's spanking me for accidentally spoiling one of her crushes on one of the Decepticons."

"WHAT?!" Thrust yelled.

"Well, Thrust...you see, I-I-I can explain!" Rarity stammered.

"Oh, I'm sure you can. In fact, why don't you explain all this to King Megatron of the Crystal Empire?!" Thrust questioned.

"King Megatron?!" both Rarity and Sweetie Belle yelled.

"Yes. All Hail Megatron! Ruler of the Crystal Empire!" Thrust explained. "We serve him now. As this, Princess Twilight Sparkle, I'm supposed to find, is ruler of Ponyville, the Crystal Empire will soon be expanding."

"Expanding?' Sweetie Belle asked the tactician.

"Yes. Rarity, you need to apologize for spanking your sister. If she did it by accident, why spank her?" Thrust asked.

Rarity thought for a moment, and then she looked at her sister. Okay, I did mess up. Thrust's right. I did spank Sweetie Belle for no known reason.

"Sweetie Belle, I'm sorry for punishing you. I didn't mean to. It's just I was so angry when you blurted that out to everyone," Rarity told her sister. "Will you ever forgive me?"

Sweetie Belle thought. "No."

"WHAT?!" Rarity yelled.

"Nope. I'm going to adopt Thrust my new big brother!" Sweetie Belle said to Rarity and the Decepticon Tactician Officer.

"WHAT?!" both Thrust and Rarity yelled.

"Whoa, whoa, whoa! Sweetie Belle, I can't be your brother?!" Thrust tried to explain to Sweetie Belle.

"A big brother is someone that takes care of their little sister," Sweetie Belle told Rarity.

Rarity's face went red with rage.

"Uh...come along Sweetie Belle! I think we need to jet!" Thrust said as Rarity walked closer to them. "TRANSFORM!"

"Thrust, Sweetie Belle, GET BACK HERE!" Rarity screamed.

Thrust transformed into his jet mode and Sweetie Belle got in the cockpit of Thrust. Sweetie Belle's "brother" took off and Rarity was left in Sweetie Belle's room, seething.

"DANG IT! Now Sweetie Belle thinks Thrust's her new big brother," Rarity stated to herself. "I'll show her!"

Then Rarity walked out of Sweetie Belle's room and went to her room. "Thrust will pay for stealing my sister!" she growled.

The End of Chapter 3.

Author's Note

Poor Sweetie Belle.

1-The Search for the Mini-Cons

On Earth's moon, the Mini-Con fallen starship, Exodus, was the Decepticons' headquarters. Megatron was in his throne as Starscream was talking to him.

"We need to find more Mini-Cons!" Megatron told Starscream.

"I know, my liege. We just need to find another energy source," his subordinate told him.

"Starscream, scout the area for the Mini-Cons."

"Um. Right away Megatron," Starscream responded.

Then Starscream left the moon and transformed into his jet mode. He headed towards Earth.

When Starscream arrived on Earth, he went to the city of Canterlot. He saw many cars and buses. But he also noticed something weird about the humans' skin colors. Why do the humans have weird colors on their skins? Starscream thought in his head. Hmm...

Starscream flew down by Canterlot High School. He looked at the school.

"Hmm. No Autobot activity?" Starscream thought aloud. "Time for me to investigate. TRANSFORM!"

Starscream transformed from his jet mode into his robot mode. He looked at the Crystal Mirror.

"Hmm."

Starscream touched the Crystal Mirror and his hand went through the mirror. "What?" He turned away from the mirror to contact Megatron. "Starscream to Megatron. I've found a weird portal. It's something special. I think you should come,"

"Are you sure it's safe?" Megatron asked on the comlink.

"Yes. We need to go through it. Maybe Mini-Cons could be on the other side."

"Very well, Starscream. Don't lead me into something I don't want," Megatron explained. "Megatron OUT!"

Then the comlink turned off.

Megatron left the throne of the Exodus and headed towards the warp drive. He went inside the drive and showed up where Starscream was. He looked at the 2nd-In-Command of the Decepticons.

"Are you ready, Starscream?" Megatron asked.

"Yes."

Then the 2 Decepticons went into the Crystal Mirror. When the Decepticons arrived from the other side of Crystal Mirror at Equestria, Megatron looked at the inside of the Castle of Friendship.

"This is where you brought us, Starscream?" Megatron questioned the 2nd-In-Command.

"Um. Yes, Megatron. I thought it would have Mini-Cons," Starscream responded.

Megatron looked angry. "You have failed again, Starscream. You're terminated!" Megatron told Starscream before slapping him to the ground.

Megatron's slap caused the entire Castle to shake.

Upstairs in the throne room of the Castle of Friendship, the Mane 6 and Starlight Glimmer shook.

"What was that?" Fluttershy asked.

"Sounds like it came from downstairs! Come on, y'all!" Applejack commanded.

The Mane 6 and Starlight Glimmer ran downstairs to the library of the Castle. As they were running, they heard another crash.

"Whoever is down there is making a whole bunch of noise!" Rainbow Dash yelled.

"Indeed. How did they get into the Castle?" Rarity asked.

"I have no idea," Pinkie Pie responded. "But we need to get them out of there before they destroy the entire Castle,"

Then the Mane 6 and Starlight ran towards to the library as they heard another slap.

Starscream held his chest. He was wounded. "I was only trying to follow your orders sir."

"You failed me again, Starscream. I'll kill you for your failures!" Megatron yelled.

He then pulled out the Requiem Blaster and prepared to fire at Starscream. But just as Megatron was going to fire, the Mane 6 and Glimmer entered the room.

"WHOA!" the Mane 6 and Glimmer gasped.

Megatron stopped. He looked at Starscream and then at the ponies. "Are you the local lifeforms here?" Megatron asked.

"Yes!" Twilight yelled. "Who are you?!"

Megatron looked at the Mane 6. "I'm Megatron, Emperor of Destruction of the Decepticons. Who are you?" he demanded as Starscream got back up and stood by his side.

"I'm Princess Twilight Sparkle, ruler of Ponyville. What do you want, Megatron?" Twilight asked.

"I didn't mean to alarm you. My subordinate told me they were Mini-Cons here. I believed him until I ended up here. We'd best be heading back," Megatron told the Mane 6.

"Thank you for leaving," Fluttershy said nicely.

"Um. You're welcome," the Emperor responded.

"Come along, girls. We'd better get ready to go to the Crystal Empire so we can meet Cadance and the others," Rainbow told everyone.

Megatron and Starscream stopped. Empire? Megatron thought. I didn't know that these ponies had an empire. I could take their empire and conquer their planet instead Cybertron. This does interest me.

"Did you just say 'Crystal Empire'?" Megatron asked.

"Yeah. It's just a normal kingdom. Acts more like one than an empire," Pinkie Pie explained.

"Where is this...Crystal Empire you speak of?" Megatron asked Pinkie Pie.

"It's pretty far from here. You have to take the Friendship Express."

"Thank you, pink one, but we don't need to take no train. We are Decepticons. We can fly on our own. Starscream, fallout!" Megatron commanded.

"Umm...yes Megatron," the Seeker responded.

Megatron and Starscream took off into the sky and destroyed the ceiling. Starscream transformed into his jet mode and followed his Emperor.

"Should we stop them?" Starlight Glimmer.

"Yeah. We'd better follow them. I have no idea what the Decepticons could be up to," Twilight explained.

"Personally, I liked Megatron's design," Rarity told the Mane 6.

"Rarity, nopony cares about fashion right now!" Applejack stated. "Megatron's on his way to the Crystal Empire with who knows what?"

"Come on girls. Let's find out what the Decepticons are going to to do," Twilight commanded.

Then the Mane and Starlight left the Castle of Friendship and headed towards the Friendship Express.

Megatron and Starscream arrived at the Crystal Empire seeing the Crystal Ponies.

"Does everything have to be happy here?" Starscream asked Megatron.

"Why, yes, Starscream. The ponies seem to be made out of crystal..." Megatron said as he looked at the ponies.

The 2 Decepticons headed towards the Crystal Castle. When they got inside the throne room, they saw Princess Cadance and Shinning Armor.

"Hello there. I'm Megatron, Emperor of Destruction," Megatron introduced.

"I'm Princess Cadance, ruler of the Crystal Empire. This is my husband, Shinning Armor," Cadance introduced, motioning to herself and then Shining Armor. "What do you want Megatron?" she asked.

"I want to take over this Empire so I can attack your capital and rule Equestria!" Megatron explained his sinister plan to the Princess.

"What?! You can't do that, Megatron. The Crystal Empire isn't like a regular empire!" Shining Armor told Megatron.

"Then why is it still named the Crystal Empire?' Megatron asked,

"Because-" Cadance started, only to pause.

"See? You don't know what to say!" Megatron told Cadance. "From now on, I will enslave your people. You are no longer in charge of the Crystal Empire. Starscream, get them!"

Starscream walked over to Cadance and Shinning Armor. He grabbed them and then faced the Emperor.

"Now what, Megatron?" Starscream asked.

"Throw them into a cell. I like my new throne room," Megatron said.

Starscream took Cadance and Shinning Armor to the cell bays. Megatron sat down in his new throne.

"Now all I have to do is figure out how to enslave the people. I didn't bring Demolishor or Cyclonus with me. I wish I did. Who should I use?!" Megatron thought aloud.

When the Friendship Express arrived, the Mane 6 and Starlight got out and ran towards the Crystal Castle.

"Come on! Megatron's already inside!" Twilight yelled.

"I'll stop him!" Rainbow yelled as she flew towards the Castle.

"Rainbow Dash, wait!" Rarity yelled.

Rainbow Dash ignored Rarity and went inside the Crystal Castle. Inside the the throne room, Megatron and Starscream were talking.

"We need to go back and get Demolishor and Cyclonus. We can't enslave an entire Empire without their help," Starscream told Megatron.

"I know, Starscream. Right now, we need to use..." Megatron started before seeing an angry Rainbow Dash headed his way. He smiled. "Them."

Rainbow Dash tried to charge at Megatron but Swindle, Starscream's Mini-Con, transformed from his drag car mode and grabbed Rainbow by her waist.

"<>" Swindle spoke in his Mini-Con speaking.

"Let me go, Megatron!" Rainbow yelled.

"Look, Megatron! Swindle captured one of those ponies!" Starscream yelled.

"You're the Rainbow one we met at the other Castle. How many cities do you have here?" Megatron asked the rainbow-maned pony.

"Why do you wanna know?" Rainbow asked Megatron.

"So I can use it for helping other cities," Megatron lied.

"Yeah. I've heard that one before!" Rainbow yelled.

"Believe me, pony. I'm telling the truth," Megatron lied again.

"Look, I've got a name! The name's Rainbow Dash, okay?!" Rainbow introduced. "I'm one of the fastest flying things on Equestria."

"The fastest?"

"The fastest," Rainbow responded.

"Actually, I'm the fastest thing on Equestira!" Starscream yelled.

"You're fast?! HAHAHAAHAHAH!" Rainbow mockingly laughed. "I saw you transform into some sort of vehicle or what, but I can totally crush you in a race!"

"Oh yeah?!" Starscream yelled. "I can beat you in anything!"

"Prove it. Tomorrow, we'll have a race to settle things. If I win the race, you and Megatron return back to your world. If you win, you can stay and do whatever you want in the Crystal Empire. Deal?"

Starscream looked at Megatron. "Deal! I'll crush you in the race!" the Seeker yelled.

The rest of the Mane 6 and Starlight Glimmer walked over to Megatron, Starscream, Swindle, and RD.

"Let her go, Megatron!" Twilight yelled.

"I will," the Emperor of Destruction told Twilight. "I've just accepted Rainbow Dash's challenge."

"Rainbow Dash's challenge?" Pinkie Pie asked Megatron. "What kind of challenge? A cake-eating challenge?! A box-eating challenge?! Or a cupcake-eating challenge?! Huh? Huh? Huh?" Pinkie asked various times.

Megatron looked at Pinkie Pie, confused.

"Why would you even eat a box? So weird! Anyway, Rainbow Dash's challenge is challenging my subordinate, Starscream, to a race! If Starscream wins, we'll stay and rule the Crystal Empire. If Rainbow Dash wins, we'll leave the Crystal Empire alone and return to Earth. What do you think of that, Princess Twilight Sparkle?"

"You sure you can beat him, Rainbow?" AJ asked.

"Of course I can. I can beat anypony in Equestria," Rainbow bragged.

"But you're not going against a pony, Rainbow Dash," Fluttershy warned. "You're going up against a robot!"

"Yeah, I can still beat him," Rainbow snorted.

"Where will the race take place?" Megatron asked.

"The race will be up in Cloudsdale! Just be there in the morning!" Rainbow told everyone.

Then the Mane 6 and Glimmer walked out of "Megatron's" throne room. Megatron looked at Starscream.

"Do you think you're up to the challenge, Starscream?" Megatron asked.

"Yes. I want to show her the Decepticons can beat ponies!" Starscream told Megatron.

"I hope so Starscream. For your sake..." Megatron said.

"Um. Sir?"

"If you fail, I will terminate you, soldier!" Megatron yelled. "I don't want to lose the Crystal Empire to the ponies again!"

"Yes sir. I'll begin practicing!" the Seeker yelled.

Then Starscream walked out of throne room to practice for the race.

The End of Chapter 1.

2-Rainbow Dash vs Starscream

Starscream was flying in his jet mode in Equestira. He was trying to figure out how to beat Rainbow Dash in the race.

"I must prove to Megatron that we are stronger than ponies!" Starscream yelled. "Rainbow Dash will lose to me! I, Starscream, will show her!"

Starscream boosted up, and he then passed the finish line he set up training. He flew back to the Crystal Castle as he saw it was getting dark.

"I'll wait until tomorrow to brag about my victory!" Starscream said as he headed back.

"<>" Swindle asked Starscream.

"Cheat? I would never cheat! I have to play by the rules!" Starscream yelled.

"<>" Swindle told Starscream. "<>"

"You're right, Swindle!" Starscream told his Mini-Con. "I'll cheat if I need to. That'll make Megatron really like me!"

When they returned to the Crystal Castle, Starscream looked and saw the Mane 6 yelling at Megatron.

"You held Cadance and my brother in a CELL?" Twilight Sparkle yelled. "Megatron, release them!"

"Shut up, Princess!" Megatron snapped. "Or you will soon join them."

"What's going on?" Starscream asked.

"We just learned, you and Megatron put Princess Cadance and Shinning Armor in a cell!" Applejack yelled at Starscream.

"Why, of course!" Starscream told the Mane 6.

"WHAT?! Starscream, how could you say something like that?!" Fluttershy yelled.

"Because the Princess needed to be captured so my Master's plan wouldn't be ruined," Starscream explained. "I care for my Master now. I'll never try to take the Leadership of the Decepticons again."

"No. He won't," Megatron said.

"Megatron, what's your plan?" Starlight Glimmer asked.

"To make all of you ponies equal. I want everyone to be the same so I can make the Crystal Empire grow. With everyone the same, I can have so many friends when they are equal," Megatron told the Mane 6 his false plan.

"Megatron! That's good! I tried to make everypony equal but it didn't work. By doing that, I hurt various friends," Starlight Glimmer explained.

"Hmm. Maybe I'll try to do it, a different way..." Megatron thought aloud. "Anyway, go! You need to practice for your race!"

"Megatron, I can beat Starscream without practicing," Rainbow bragged.

"I though I told you to leave!" Megatron yelled.

"Um. Yes, King Megatron! Ruler of the Crystal Empire!" Pinkie told Megatron as she left.

The rest of the Mane 6 followed. Starscream walked up and stood near Megatron.

"Starscream. Have you finished practicing?" Megatron asked the Seeker.

"Huh? Oh yes. I'm ready to win the race against Rainbow Dash," Starscream told Megatron.

"Is something wrong, Starscream?" Megatron asked.

"Nothing, sir," Starscream said. He glanced at the Crystal Castle Guards. They closed the doors as the Mane 6 and Starlight Glimmer walked out. "It's just, how are you going to enslave the public?"

"Don't mention that now, Starscream!" Megatron yelled. "The only that matters is the race!"

"Yes, Megatron. The race."

Today was the day for the race. Rarity was wearing her outfit that she wore during the sonic rainboom. Megatron looked at Rarity.

"What is that ridiculous outfit you're wearing?!" Megatron asked.

"Ridiculous?! This is one of my favorite outfits and I don't appreciate you calling my outfit ridiculous!" Rarity yelled at the Emperor of Destruction.

"I don't like what you're wearing. Do you always wear stuff like this?" Megatron asked Rarity.

"Of course! I have to look, beautiful!" Rarity explained angrily to Megatron.

Megatron did a face palm. This is stupid! I'm starting to get annoyed with these ponies! I wish Starscream would hurry up in picking up those fillies! I really want the race to start before the white one and pink one bother me some more! Megatron thought in his head.

Starscream, in his jet mode, flew upwards to Cloudsdale, taking the Cutie Mark Crusaders with him, inside his cockpit.

"Why are we going to the race?" Sweetie Belle asked the Seeker.

"Because I want to show you I can beat Rainbow Dash!" Starscream yelled.

"Rainbow Dash? She can totally smoke you, Starscream!" Scootaloo told Starscream.

"I'll show you, Scootaloo! I'll show you that I'm stronger than her!" Starscream told Scootaloo.

"Um. I think Rainbow's going to win..." Apple Bloom stated.

"Yes. Everypony thinks she's going to win. But she will lose!" Starscream told them.

Then they landed on a cloud with the rest of the Mane 6 and Glimmer. Starscream transformed out of jet mode and the CMC fell to the ground. Starscream glared at them.

"You brought them along?!" Applejack yelled at Screamer. "What were ya thinking, Starscream?!"

"I know what I am thinking! Are you ready, Rainbow Dash?" Starscream asked.

"Of course. Ready to kick you sorry rump!" Rainbow Dash bragged.

"Why you!" Starscream yelled.

Megatron looked at Starscream and Rainbow Dash. "First of all, Rainbow Dash, we don't have rumps. We have hides. Anyway, get on with the race so we can either release Princess Cadance and her husband, or do whatever I choose."

"Okay. I hope Rainbow Dash wins," Twilight muttered.

"What was that, Princess?" Megatron asked.

"Uh, nothing, Megatron!" Twilight said. "I was just talking to myself,"

"You had better be. Or you'll face the consequences, soldier," Megatron threatened Twilight.

"Soldier?" she asked.

Pinkie Pie walked over to Twilight and Megatron. "He usually calls you soldier for no known reason. I guess he's used to his other Decepticons back on his planet," she explained Megatron.

Megatron gasped. "She took the words right out of my mouth. This pink one is, interesting. But not as soft as the yellow one."

"Look. WE HAVE NAMES!" Pinkie yelled.

"Names. Oh yes, I forgot! I'll call you Crazy Pink!" Megatron said.

"Crazy Pink? My name is Pinkie Pie! Not Crazy Pink!" Pinkie complained.

"The yellow one will be named...Shycon."

Fluttershy looked at Megatron, worried. "Shycon? Um...Mister Megatron...I have a name. My name is Fluttershy..." she said lowly.

"I already know Rainbow Dash's name. I'll call the white one over there... OCDcon," Megatron thought aloud.

Rarity looked at Megatron. She gasped. "OCD CON?!" she yelled. "I'm not OCD! My name is Rarity! Thank very much!"

"You do act like it, OCDcon! Now, the orange one will be called...Bluntcon!" Megatron said.

"Bluntcon?! Now wait just a second! I'm not that darn blunt!" Applejack stated.

"But you are. As for those Cutie Mark Crusaders...Hmm...I'll leave them the way they are...for now...."

The Mane 6 started arguing about their new nicknames and how they didn't act like Megatron using them. Starlight Glimmer looked worried. I hope my friends are okay with Megatron. I'm ready for this race to be over and done with... she thought in her head.

Meanwhile, Starscream and Rainbow Dash looked at the track Rainbow set up for them. The track had 10 ring clouds in a circle. It had 3 ring clouds going straight from the starting/finishing line, then 1 curved to the left. 4 ring clouds headed straight on the other side, 1 curved to the right, and one headed back up the line.

"Alright, all you have to do is go through those 10 ring clouds 3 times. On the third time, make sure you stop at the finish line. Got it?!" Rainbow explained.

"Got it. I'll crush you!" Starscream yelled.

"Not if I beat you first!" Rainbow yelled back.

"We'll see about this Rainbow," Starscream told RD. He then chuckled evilly. "WE'RE GETTING READY START THE RACE! EVERYONE PAY ATTENTION!" Starscream screamed.

Everyone looked at Starscream. Starscream and Rainbow Dash walked to the start/finish line. "Transform!" Starscream yelled.

Starscream in his jet mode sat right next to Rainbow Dash. Rainbow looked at Starscream. She then looked back at the 10 rings of clouds. Fluttershy, with the racing flag, walked over to the start/finish line. She raised the flag up into the air. Everyone took the seating positions. Rainbow Dash glared at Starscream. Fluttershy swung the flag down and Starscream and RD were off.

"You're pretty fast, Rainbow Dash!" Starscream pretended to compliment Rainbow. "Watch this!"

Starscream boosted towards the next ring cloud. They had already passed Ring Cloud 1 and were on their way to Ring Cloud 2.

"Oh yeah?!" Rainbow smirked. "Come on, Rainbow! Show 'em a little dash!"

Rainbow passed Starscream and went through Ring Cloud 2. She flew past Ring Cloud 3 and kept on going. Starscream flew past Ring Clouds 2 and 3 and was heading to the fourth. Rainbow saw the big red and white jet headed behind her.

"Hmm, Starscream's catching up! But not for long..." she said to herself with a smirk on her face.

Rainbow Dash turned left on Ring Cloud 4 and passed through it. She then dashed all the way through Ring Clouds 5, 6, 7, and 8! Megatron was stunned.

"Rainbow Dash is cheating!" Megatron protested. "She should be disqualified!"

"Calm down Megatron! Let's see what's Starsceam's going to do," Twilight said calmly.

Starscream was confused. "What?! How is Rainbow Dash beating me?!" Starscream yelled. "Rainbow DASH!"

Starscream boosted towards Rainbow Dash passing Ring Clouds 5, 6, 7, and 8. Starscream was now right behind RD. Rainbow Dash looked back.

"AHHHH! How did you catch up?!" Rainbow Dash asked.

"I'm full of surprises!" Starscream told Rainbow.

After the 2nd lap, they were on the third one. Starscream was behind RD again and they were on Ring Cloud 8. Swindle activated Starscream's Null Laser Cannons activated and fired at Rainbow Dash.

"AHHHHHH!!!!!" RD screamed.

Everyone gasped except Megatron.

"Oh no! Rainbow Dash!" Rarity yelled.

"What's the matter OCDcon?" Megatron asked. "Are you upset that Starscream shot Rainbow Dash?"

"Yes. And...wait....my NAME IS NOT OCDcon!" Rarity yelled.

"Oh no! Rainbow's hurt!' Scootaloo yelled.

"Megatron! I think you're responsible for this!" Twilight yelled.

"Me? Why would I be responsible for this?" Megatron asked.

Starscream passed the start/finish line.

"YES! I win! I win!" Starscream yelled. He transformed and grabbed Rainbow Dash. "You lose! Now I can help my Master!" Starscream smirked.

"You....cheated...." Rainbow gasped.

"Okay. Fine, I cheated! But I don't care!"

Megatron looked at everyone. "Return to base! Take Rainbow Dash back to the Crystal Castle!" he commanded.

"Who put you in charge?" Pinkie demanded.

"I'm in charge Crazy Pink! Now do what I say!" Megatron yelled.

"Yes, Megatron," Pinkie responded.

When the Decepticons and their "allies" returned to the Crystal Castle, Megatron looked at Twilight Sparkle.

"Princess Twilight Sparkle, command while I'm gone!" he commanded.

"Command? Okay..." Twilight responded.

"Starscream, fallout!" Megatron commanded.

"Uh...yes, sir..." Starscream responded.

Starscream and Megatron walked out of "Megatron's" throne room and went into a separate, empty room in the castle. The door shut behind them. The Mane 6 had worried looks on their faces.

"What's happening?" Pinkie Pie asked her friends.

"I dunno, y'all. Let's go check it out," Applejack stated.

The Mane 6 and the CMC walked off. Starlight Glimmer stayed behind, guarding Megatron's throne.

"Where are we going, Megatron?" Starscream asked.

Megatron stopped walking, but didn't face him. "What is your problem, soldier?"

"What do you mean, sir?"

"I'm talking about the race. Do you remember what you did back there, Starscream?"

"Uh sure. I decided to cheat so I could gain your favor, Megatron," Starscream told the Emperor. "So we could, you know, enslave the ponies."

Megatron turned around and walked towards Starscream.

"Why? Is there something wrong?"

Megatron looked at Starscream before rasing his right arm. "You're terminated!"

He smacked Starscream in the chest, and the resulting collision made a loud, hollow boom that resounded through the castle.

The Mane 6 and CMC heard the punch through the walls.

"This is the same noise from the Castle of Friendship!" Applejack yelled.

"Give me a break! Don't tell me he's going to going to exterminate his own soldier?!" Rainbow yelled.

"We have to stop him!" Twilight yelled.

"I say we let Megatron exterminate Starscream," Apple Bloom stated. "He did hurt Rainbow Dash."

"You want him to die?!" Sweetie Belle yelled. "Apple Bloom, are you crazy?!"

Then the Mane 6 and CMC heard another crash as Megatron punched Starscream again.

Starscream was on the ground wounded holding his chest again. It was like the same thing that happened on the Exodus and at the Castle of Friendship.

"I was just...following orders sir. That's all!" Starscream tried to explain.

"And you even failed miserably at that," Megatron yelled.

He then grabbed Starscream's face and pulled him up to his. "Just looking at your ignorance repulses me to the core!"

Megatron threw Starscream to the ground, creating another loud crash.

Pinkie Pie tried to open the doors, but she couldn't.

"Oh, just great. Now he's locked us out here!" Pinkie explained to the Mane 6 and CMC.

They heard another loud thump.

"Huh? Megatron come on! Open up, will ya?!" Pinkie yelled.

"Why don't you just break your way through, Pinkie Pie?" Sweetie Belle asked.

"You're serious?" the pink pony asked.

"If you don't hurry, Starscream will be history!" the young white filly told Pinkie.

Pinkie thought as they heard another thump/smack.

Starscream was on the ground wounded again, and this time, facing the ground.

"Oh, now what's the matter? Are you too pathetic to even fight back?!" Megatron yelled as Starscream groaned. "You're a disgrace to the Decepticon race and deserve to be destroyed!"

Starscream groaned again. Right before Megatron could do anything, the door broke down. Pinkie Pie, with a large piece of wood looked at Starscream and Megatron with the rest of the Mane 6 and CMC.

"Megatron! I can't let you do this!" Pinkie yelled.

Starscream looked over at Pinkie Pie, confused at her caring for the Seeker. Pinkie looked over at the wounded Starscream.

"Oh no, Starscream!" the pink pony yelled.

"WHOA!" Rainbow Dash and Sweetie Belle shouted.

Megatron looked at Mane 6 and CMC. "It is done. A punishment worthy the crime," the Emperor told the Mane 6. He walked out of the room and headed back to his throne. Pinkie ran over to Starscream.

"Starscream!" Pinkie yelled "Are you alrigh,t Starscream?!"

Starscream groaned and looked at Pinkie as she gasped. He soon got up and headed out of the room as well.

"Where are you going?" Pinkie asked.

"I have business to take care of," Starscream said.

Starscream walked of the room. After a few moments, a confused Mane 6 and CMC followed him.

The End of Chapter 2